Person: Anidjar, Leon
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Leon
Last Name
Anidjar
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IE University
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IE Law School
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Private & Business Law
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Publication Corporate Law and Governance Pluralism(Cambridge University Press, 2022) Anidjar, Leon; Anidjar, Leon; https://ror.org/02jjdwm75For the past several decades,jurists have invested significant efforts in developing the law in general - and private law in particular - in terms of pluralism. However,the conceptualization of corporate law and governance according to pluralist principles rarely exists. This Essay is the first in the legal literature to address this deficiency by providing a unique pluralist theory of corporate governance regimes. It distinguishes between the plurality of corporate law's sources,values,and principles,and discusses the implications for governance. Moreover,based on the social systems' thinking and the framework of complexity,this Essay provides theoretical grounds for skepticism about any policies or structures applicable to all times and contexts. Therefore,rather than perceiving corporate governance as being identically applicable to all corporations,the law must meet the challenge of complexity by designing governance arrangements following a firm-specific perspective. Furthermore,I argue that in conditions of complexity,corporate governance eco-systems should be designed with a firm-specific view that incorporates the effect of the corporation participants' heterogeneity,the heterogeneity of its internal power relations,and the heterogeneity of industries and markets. These novel arguments have profound implications for redesigning fundamental legal doctrines - such as fiduciary duties of controlling shareholders,regulation of related party transactions,the officers' duty of care,and the company purpose. © 2022 The Author(s).Publication Reinventing Credit Data Sharing Regulation(Elsevier, 2020-04-16) Anidjar, Leon; Mizrahi-Borohovitch, Inbar; https://ror.org/02jjdwm75This Article is devoted to exploring the benefits and risks involved in the credit information sharing system by proposing a novel regulatory methodology. Specifically, we introduce a personalized scheme designed to regulate sharing, scoring, and use of personal data. This contextual framework is grounded on three fundamental principles: the identity of the credit consumer, including his personal and socio-economic background; the purpose for which the consumer asks for credit provided by the lender; and the complexity of a given credit transaction. Furthermore, to ensure a fair balance between protecting privacy rights of consumers and enabling efficient and competitive practices of personal credit data sharing in the global markets, we suggest that ex-ante rule-making and ex-post enforcement mechanisms should be designed according to their relative effectiveness. Consequently, in a case where ex-ante strategies fail in providing adequate protection for privacy rights, a more comprehensive ex-post approach should be carried out to achieve proper protection for individual rights; and where it is observed that ex-post policies provide an optimal deterrence against privacy violations, a more lenient approach regarding ex-ante rule-making should be adopted. Our proposal contributes to creating an optimal equilibrium synergy of regulatory networks responsible for regulating the credit data sharing systems.Publication Directors’ Duty of Care in Times of Financial Distress Following the Global Epidemic Crisis(Brooklyn Law School, 2020-12-31) Anidjar, Leon; https://ror.org/02jjdwm75The global COVID-19 pandemic is causing the large-scale end of life and severe human suffering globally. This massive public health crisis created a significant economic crisis and is reflected in a recession of global production and the collapse of confidence in the functions of markets. Corporations and boards of directors around the world are required to design specific strategies to tackle the negative consequences of the crisis. This is especially true for small and medium-sized enterprises (SMEs) that suffered tremendous economic loss, and their continued existence as ongoing concern is under considerable risk. Given these uncertain financial times, this Article is devoted to exploring directors' duty of care from a global perspective. In particular, I argue that the current crisis will underline the importance of the advisory role of the board of directors rather than the monitoring function, and further regulatory reforms that strengthen such capacity are expected to emerge. Furthermore, I maintain that the civil law rather than the Anglo-American law on directors' duty of care provides boards with a more expansive scope of discretion to confront the unusual challenges associated with COVID-19 because these governance regimes are tailored to the unique features of companies and markets. I apply this novel argument to different types pf SMEs, mainly family business firms and venture capital-backed firms.Publication A macro-level investigation of transatlantic controlling shareholder's fiduciary duty(Cambridge University Press, 2021-06-27) Anidjar, Leon; https://ror.org/02jjdwm75Legal systems around the world apply various strategies to mitigate agency costs between controlling and minority shareholders. A systematic review of the transnational law on the loyalty and care obligations of controlling shareholders reveals various doctrinal choices. This study aims to uncover the evolution of these choices by employing a law-in-context methodology. Accordingly, it seeks to explain the differences in governance selections by exploring the cultural, historical and socio-economic backgrounds of the particular legal systems in which organisations and decisions are embodied. I conduct a macro-level inquiry which focuses on the cultural environment and business history development to understand different doctrinal designs. In particular, I argue that those dissimilarities are a result of unique cultural-non-formal norms of corporate governance regarding the protection afforded to shareholders’ interests and they correspond to the historical development of the law of corporate groups across nations. As the macro-level investigation indicates, any initiative to globally converge corporate law and governance should be carried out with caution because it may distort the delicate normative equilibrium represented in a given jurisdiction.Publication Toward Relative Corporate Governance Regimes: Rethinking Concentrated Ownership Structure Around the World(Stanford University, 2019-05-07) Anidjar, Leon; https://ror.org/02jjdwm75This article aims to challenge the clear distinction between the diffuse ownership structure—which exists in England and the United States—and the concentrated ownership structure which exists in the rest of the world. A study of the economic and legal reality of Anglo-American law and Continental law shows that the traditional ownership structures in both legal systems have significantly weakened. I discuss the normative implications of the decreasing concentrated ownership structure and argue that the current corporate governance rules are outdated because the distinction between diffuse and concentrated ownership structures is no longer valid. In particular, I propose that the rules of corporate governance in markets with concentrated ownership structure should be redesigned to represent the new balance of power between the controlling shareholder and the minority shareholders through an innovative model that I call the Relative Corporate Governance Regime. This model suggests rearticulating corporate law and governance in a manner that considers the ratio of holdings between the controlling shareholder and the minority shareholders; the size and scope of the company’s activity; the activity that the company is engaged in; and its consequences for the market’s overall financial stability. For many years, lawmakers, courts and jurists have been debating how to protect the rights of minority shareholders in transactions involving controlling shareholders. In this paper, I show how the Relative Corporate Governance Regime model contributes to the choice between protecting the rights of minority shareholders through a property or liability rule.Publication Interpersonal Trust and Contract Theory Redux(Elsevier, 2021-07-31) Anidjar, Leon; https://ror.org/02jjdwm75The proposition that mutual loyalty facilities cooperation required for contract performance is a truism, almost a cliché. Jurists have extensively debated the role of honesty, collaboration, and reciprocity for supporting decent contractual relations. Surprisingly, contract law scholars have not developed a detailed account of interpersonal trust yet in a one-shot contract that is outside the frame of relational transactions, or the common understanding of fiduciary relations. While theoreticians acknowledge the significance of interpersonal trust as a core component of any contract theory, they fail to develop a comprehensive understanding of such concept and how it is integrated into a descriptive approach of contract law. This Article is devoted to exploring the fundamental perceptions of moral, economic, and behavioral interpersonal trust as a basis for establishing a new framework on the role of faith in contract law and theory. I show that consolidating the studies of interpersonal trust in the fundamental assumptions of promissory, efficiency, and fairness theories may fill this void and resolve some difficulties regarding their analytical force of different contract doctrines as well as provide a better justification for various transactions between a variety of contractors’ types in different legal systems.